Support

A cookie is a piece of data stored by your browser or device that helps websites like this one recognize return visitors. We use cookies to give you the best experience on BNA.com. Some cookies are also necessary for the technical operation of our website. If you continue browsing, you agree to this site’s use of cookies.

The SEC has prepared a near-term regulatory agenda that’s “shorter than in the recent
past,” Chairman Jay Clayton said Nov. 8.

The smaller docket is “rooted in a commitment to increase transparency and accountability,”
giving the public information about work the agency has a “reasonable expectation”
of finishing in the coming year, Clayton said in New York at a Practising Law Institute
gathering.

“For understandable reasons, the SEC’s near-term agenda has swelled over the years,”
he said. “The commission has limited resources.”

The Trump administration will release the Securities and Exchange Commission’s rulemaking
priorities in the coming months as part of a semi-annual roundup of agencies’ regulatory
dockets. Clayton, a political independent appointed by Donald Trump, is poised to
follow the example of Republican Commissioner Michael Piwowar, who ushered in a smaller
SEC
rulemaking agenda as acting chairman earlier in 2017. Piwowar oversaw the drafting of a list of regulatory
priorities that was about half the size of the
rulemaking docket the commission issued in late 2016 under former Chairman Mary Jo White, a President
Barack Obama appointee.

Clayton discussed few specifics of the new short-term agenda in remarks to securities
lawyers, and declined to elaborate on the rules list to Bloomberg Law. Instead, he
detailed how the SEC is staying busy despite a smaller docket, saying the commission
proposed rules intended to streamline disclosure in October and is looking at long-term
rulemaking on the proxy process in public company governance.

Shrinking Agenda

Missing from the agency’s near-term rulemaking agenda released in July was action
on Dodd-Frank Act proposals on the orderly liquidation of large broker-dealers and
disclosure of the relationship between executive compensation and a company’s financial
showing, also known as pay versus performance. They were among 62 items in the pre-rule,
proposed rule, and final rule stages on the fall 2016 agenda.

This summer’s docket had 33 items in the proposed and final rule stages. An exchange
transaction-fee pilot program and rulemaking to simplify Regulation S-K governing
non-financial disclosures were among the only six matters that didn’t appear on earlier
agendas. Clayton said rulemaking mandated under Dodd-Frank is “top of mind” as he
looks at the SEC’s longer-term agenda.

“It’s not something he’s going to ignore,” Lona Nallengara, a New York-based Shearman
& Sterling LLP partner and former chief of staff to White, said at the conference.
“He’s got a mandate from Congress.”

Proxy Process Discussion

Another area “worthy of discussion” for long-term rulemaking is the system that lets
shareholders advocate on and vote on various issues at companies’ annual meetings,
Clayton said.

Business groups have been pushing for
tighter limits on the proxy process, which they say has strayed from its corporate governance roots
and been taken over by “gadflies” and other shareholders raising social or environmental
concerns. Investors, who have notched unprecedented
voting victories this year at companies such as Exxon Mobil Corp. and Occidental Petroleum Corp.,
say such concerns are overblown.

“While I am supportive of rules that allow shareholder proposals, I am searching for
a way to reconcile the multiple positions and find some common ground,” Clayton said.

The last time the commission
asked for feedback on its “proxy plumbing” was in 2010. He said the SEC should consider doing
that again.

Clayton also expressed concern about the lack of participation in the process by individual
investors as opposed to institutions. Retail shareholders own 30 percent of shares
in the nation’s public companies, but only 29 percent of those shares voted in the
most recent proxy season, according to a ProxyPulse
analysis.

Brian O’Shea, senior director of the U.S. Chamber of Commerce’s Center for Capital
Markets Competitiveness, said his organization welcomes an initiative that advances
the interests of shareholders in the proxy system.

“When it comes to proxy participation, the interests of retail shareholders are often
forgotten,” O’Shea said in a statement to Bloomberg Law. “Good governance should be
to ensure the interests of all investors are equally considered, especially those
of retail shareholders who are often investing for their long-term financial needs.”

All Bloomberg BNA treatises are available on standing order, which ensures you will always receive the most current edition of the book or supplement of the title you have ordered from Bloomberg BNA’s book division. As soon as a new supplement or edition is published (usually annually) for a title you’ve previously purchased and requested to be placed on standing order, we’ll ship it to you to review for 30 days without any obligation. During this period, you can either (a) honor the invoice and receive a 5% discount (in addition to any other discounts you may qualify for) off the then-current price of the update, plus shipping and handling or (b) return the book(s), in which case, your invoice will be cancelled upon receipt of the book(s). Call us for a prepaid UPS label for your return. It’s as simple and easy as that. Most importantly, standing orders mean you will never have to worry about the timeliness of the information you’re relying on. And, you may discontinue standing orders at any time by contacting us at 1.800.960.1220 or by sending an email to books@bna.com.

Put me on standing order at a 5% discount off list price of all future updates, in addition to any other discounts I may quality for. (Returnable within 30 days.)

Notify me when updates are available (No standing order will be created).

This Bloomberg BNA report is available on standing order, which ensures you will all receive the latest edition. This report is updated annually and we will send you the latest edition once it has been published. By signing up for standing order you will never have to worry about the timeliness of the information you need. And, you may discontinue standing orders at any time by contacting us at 1.800.372.1033, option 5, or by sending us an email to research@bna.com.

Put me on standing order

Notify me when new releases are available (no standing order will be created)